C P SYNDICATE, LTD Vs. KPGHIARA

JUDGEMENT

(1.) This is a notice of motion taken out by the defendant for contempt against D.P.R. Cassad, Mrs. Shirinbai Byramji and Mrs. Kamalrukh D.P.R. Cassad, who will be hereafter referred to as the opponents, in respect of certain breaches committed by them of the orders dated December 5, 1945, August 13, 1946, a August, 28, 1946.

(2.) The plaintiffs are a private limited company in which there are four share-holders and four directors, the defendant being one of them, and the opponents being the others. The affairs of the plaintiff company appear to have been managed without any friction up to October, 1945, when D.P.R. Cassad married Mrs. Kamalrukh D.P.R. Cassad. After the marriage it is alleged Mrs. Shirinbai Byramji tried to oust the defendant from the management and disputes arose between the parties which culminated in the filing of a suit by the defendant on November 16, 1945, in Nagpur, being Civil Suit No. 45A of 1945 in the Court of Third Civil Judge, First Class, Nagpur, and the filing of a suit by the plaintiffs on November 18, 1945, against the defendant here, being suit No. 1726 of 1945. In the suit filed by him at Nagpur the defendant obtained an injunction against the plaintiff company and also the opponents restraining them from holding a meeting of the board of directors on November 19, 1945, as convened or on any date in future and from giving effect to the resolution passed at the meeting of the board of directors. in meetings Nos. 39 to 44 and from interfering with his management of the plaintiff company as a general manager. The plaintiffs here took out a notice of motion on November 18, 1945, and obtained certain interim orders from Kania J. restraining the defendant inter alia from doing various things in his capacity as the managing director and/or the general manager of the plaintiff company. This notice of motion came on for hearing on December 5, 1945, when a consent order was taken between the plaintiffs and the defendant. The three opponents were present in Court at the time when this consent order was obtained. The relevant terms of that consent order in so far as they are material for the purposes of this notice of motion are: (e) That no new contracts shall be entered into by or on behalf of the plaintiff company without the consent in writing of the defendant and D.P.R. Cassad. (i) That the said Shirinbai E.P. Byramji, D.P.R. Cassad, K.D. Cassad and the defendant shall not move any resolution either in the Board or in the shareholders meetings which may affect the status quo of the said parties or their rights and contentions in this suit as also in the said suit No. 45-A of 1045, and (j) That no member of the staff shall be dismissed nor shall any new member of the staff be engaged without the consent of both the defendant and the said 1). P.R. Cassad, save and except that the said D.P.R. Cassad be at liberty to engage an assistant at a salary not exceeding rupees five hundred per month to be paid by the plaintiff company. This consent order was drawn up and completed on January 30, 1946.

(3.) After this content order was obtained by the parties one should have thought the affairs of the plaintiff company would have been managed without any friction. That was, however, not to be. The moment the parties left Bombay for Nagpur it appears they did not see eye to eye with each other and the joint management of the affairs of the plaintiff company, which was contemplated by the terms of this consent order, did not come about. The defendant on the one hand and D.P.R. Cassad on the other fell out and a deadlock was created in the administration of the affairs of the plaintiff company. A notice of motion was taken out on August 3, 1946, at the instance of the plaintiffs for vacating the consent order and for the appointment of D.P.R. Cassad or some other fit and proper person as receiver of the concern of the plaintiff company. Certain interim orders were-obtained in this notice of motion on August 12, 1946, a August, 28, 1946. It is not necessary for me in the events that have happened to advert to these interim orders at any particular length. All the charges which have been levelled against the opponents, even though they were set out in considerable detail on this notice of motion, have not been pressed, the only charges which have been pressed against the opponents being those which consist of the. breaches and disobedience of the provisions of the consent order dated December 5, 1945. As regards the consent order also the charges which have been pressed are charges (a), (b), (j), (k) and (m) which involve the alleged breaches and disobedience of Clauses (e), (i) and (j) of the consent order.